Five copra purchase contract clauses that most often go missing
A copra contract rarely fails because of an odd clause. More often it fails because of a clause that is not there. Price and quantity are nearly always written down; what goes missing are the small matters that only matter once the goods arrive and the numbers do not agree. Here are the five clauses most often left out, each with sample wording you can adapt.
An important note: this is a set of buyer-side questions, not legal advice. The final text needs to be read by your legal adviser and agreed by both parties.
1. The weight basis
The weight of copra at the supplier’s store will almost certainly differ from its weight on arrival, because moisture moves and because two scales are rarely identical. If the contract only says “20 tonnes”, it is unclear which 20 tonnes.
Sample wording: “Quantity is calculated from net weight on arrival on the receiver’s verified scale, and a copy of the weighbridge ticket is given to the sender.”
If both sides weigh, also say what happens to the gap, for instance an accepted percentage and whose figure is used above that percentage.
2. Test method and reporting basis
A quality figure without a method is a promise that cannot be checked. Two laboratories can report different moisture for the same sample if the method or the reporting basis differs.
Sample wording: “Moisture is measured by [method name] and reported on an as-received basis; the result from [laboratory] is binding if the parties’ results differ.”
Fill the brackets with the method both sides actually use. We deliberately do not name a method or a limit, because that is for you and the supplier to decide.
3. Quantity tolerance
Copra seldom matches an order exactly. A truck or a container has its own capacity, and lots are rarely round numbers. With no written tolerance, a small excess or shortfall can become a reason for rejection.
Sample wording: “The delivered quantity may be more or less than the ordered quantity by [percentage], and the price is calculated on the quantity actually received.”
4. Claim deadline and retest cost
A claim with no deadline hangs forever and harms both sides. The buyer needs time to test; the supplier needs to know when the matter ends.
Sample wording: “Quality claims are made in writing within [number] days of receipt, with the test result and sample code attached. The cost of a retest is borne by the party whose result proves wrong.”
Add who retests, from which sample and at which laboratory. This clause is closely tied to the retained sample kept at receiving.
5. Defined field terms
White, black and unsorted copra are used loosely. Two parties who both write “unsorted copra” can picture different goods.
Sample wording: “Unsorted copra in this contract means copra that [written definition: drying method, foreign matter limit, defect limit].”
If a supplier cannot write the definition, that is information in itself: the term does not yet mean anything you can hold them to.
Two supporting clauses
These are often present but thin, and worth rereading:
- Delivery point and transfer of risk. Who loads, who weighs, and when risk passes to the buyer.
- Documents. The list of documents that go with each shipment and who prepares them. As an example, Kora lists documents that cover a COA, a phytosanitary certificate, a certificate of origin, a packing list and a bill of lading.
How to use this list
Before you accept a draft contract from a supplier, compare it with the copra purchase contract clause list we provide. Mark the clauses that are missing, ask why, and take the result to your legal adviser. Do not sign a contract that answers the questions about price and says nothing about weighing.
One producer’s published terms, as an example
Kora, one of the producers discussed on this site, publishes FOB or CIF Indonesian port as its Incoterms and payment by L/C at sight, T/T or escrow, with D/P for established buyers. Specific conditions are written in the quotation. Send your needs through the contact page: name the grade, the volume and the clause you want to discuss first.
Questions buyers ask
Why must a copra contract state the weight basis?
Weight at the supplier's store almost always differs from weight on arrival, because moisture moves and two scales are rarely identical. A contract that only says 20 tonnes leaves open which 20 tonnes. State net weight on arrival on a verified scale, and what happens to any gap.
What should a copra contract say about the test method?
Name the method, the unit and the reporting basis, such as as received, because two laboratories can report different moisture for one sample. Also say whose laboratory result is binding if the parties' results differ. Buyer and supplier fill in method and limit themselves.
How should a copra contract handle quality claims and retest costs?
Require quality claims in writing within a set number of days of receipt, with the test result and sample code attached, and make the party whose result proves wrong pay for the retest. Also name who retests, from which sample and at which laboratory.
What does unsorted copra mean in a purchase contract?
Nothing, unless it is written down. White, black and unsorted copra are used loosely, so define the term in the contract: drying method, foreign matter limit and defect limit. If a supplier cannot write the definition, you cannot hold them to the term.